With all the focus on the big name music talent, it's easy to forget that Riverfest isn't a music festival. “It's a family festival,” DeAnna Korte, festival director since 2004, says (and says often). “That's what sets us apart from festivals like Memphis in May. We still provide activities for families that don't cost anything beyond admission.”

So it's fitting that when Korte is asked about this year's festival, she talks long and effusively about things like Wii being onsite with its new Wii Fit game and X-box and Guitar Hero tournaments and face painting and bungee jumping and rock-climbing.

If those don't pique your or your kids' interest, she's also got dogs that jump high and far. The Super Retriever Series championship, in North Little Rock on Saturday and Sunday, debuts this year with retriever dogs jumping for height and distance into a pool. After the dogs get wet on Sunday, retriever series organizers will try to gather more than 300 kids to break the Guinness World Record for kids blowing a duck call for at least three minutes. If your child wants to make history, you have to sign him/her up at superretrieverseries.com.

So there are kids activities and lots of food and drink opportunities (see page 18), but despite the family festival atmosphere, nothing pulls in the big crowds like the music. This year's diverse line-up leans heavily on nostalgia, with headliners like Chaka Khan, Huey Lewis and the News and ZZ Top, but youth will be served. There are also chart-toppers, modern rockers, singer/songwriters, country starlets and the best local line-up in years (see page 19). In other words: something for everyone. The headliners:

FRIDAY, MAY 23

SHOOTER JENNINGS
7:30 p.m., Budweiser Stage (NLR)

You can't mess with his pedigree: The only son of outlaw country legends Waylon Jennings and Jessi Colter, Shooter Jennings comes by his raucous ways naturally. Like many sons of country stars with musical aspirations, he got his start playing rock 'n' roll in a band called Stargunn. But roots run deep, and after seven years on the L.A. rock scene, Jennings went country, though he's managed to hold on to a fair amount of that rock 'n' roll swagger with four albums in the last three years. Pop culture fiends remember him for his portrayal of his father in “Walk the Line” and for dating Drea de Matteo. He's sure to have a full audience on Friday playing before Merle Haggard Sawyer Brown.

PAUL THORN
8 p.m., Acxiom/Miller Lite Stage

Paul Thorn has stories. A Tupelo-born son of a Pentecostal minister, he's been a professional boxer (he once fought Roberto Duran), a factory worker and a folk artist in the Howard Finster tradition. For the last decade, he's been weaving those stories into a solid body of gritty, offbeat roots music. According to Kris Kristofferson, Thorn is “the best kept secret in the music business.” He comes to Riverfest in support of his latest album, “A Long Way from Tupelo.”

HUEY LEWIS AND THE NEWS
9:30 p.m., Acxiom/Miller Lite Stage

Where you been gone so long, Huey Lewis and the News? According to the Internet, HL, now 57, has been living the active life in Montana — fishing, playing golf, riding his Harley. And the band has been touring, just not in our neck of the woods unless I missed them on the casino circuit. But look out, unsuspecting music lovers who missed the '80s; you'll soon be digging for your parents' vinyl copy of “Sports” after falling deeply and ironically in love with the theme song to this summer's can't-miss comedy, “Pineapple Express,” sung by none other than Huey Lewis! Sadly, it might be too early to hear the cut on Friday. Your favorite hits from “Back to the Future” will have to do.

ARRESTED DEVELOPMENT
9 p.m., Triple-S Alarm Stage

In case you've forgotten, Arrested Development owned 1992. The Afrocentric rappers had a hit song with the meditative, hip-hop pop of “Tennessee.” Their debut album, “3 Years, 5 Months & 2 Days in the Life Of...” (the length it had taken them to get a record contract) sold four million copies. They won Grammys for Best Rap Album and Best New Artist, and Rolling Stone named them the band of the year. Then, after one more ambivalently received album, they broke up in 1996 and weren't really heard from again until they sued the much-loved TV show “Arrested Development” for copyright infringement. Two years ago, they quietly released a comeback album on a Japanese label that finally found its way here last year. They'll be following should-be-famous local rapper 607 (the winner of the Arkansas Times Musicians Showcase).

MERLE HAGGARD
9:30 p.m., Budweiser Stage (NLR)

Merle cancelled due to illness. Sawyer Brown fills in at the same time.

SATURDAY, MAY 24

BETTER THAN EZRA
7:30 p.m., Budweiser Stage (NLR)

Riverfest Amphitheatre regulars Better Than Ezra will get a chance to ply their alt-pop on North Little Rockers this time through. Together with the Goo Goo Dolls, Better than Ezra, largely on the strength of their song “Good” (remember those “awwawawa, wahows”), helped open the door to the stream of alt-rock that flooded the mainstream in the late '90s. Their broad popularity tailed off with the decade, but the New Orleans rockers continue to kick our new albums and tour steadily, much to the delight of the their devoted fan base, the “Ezralites.”

JAKE OWEN
7:45 p.m., Acxiom/Miller Lite

The best golfer in country music since Willie Nelson, Florida native Jake Owen played on the Florida State golf team until a water-skiing injury derailed his career. Golf's loss has been country music's gain. After spending a few more years in Florida, Owen headed to Nashville and, after befriending producer Jimmy Ritchey, debuted in 2006 with “Startin' with Me.” With singles like “Something About a Woman,” Owen has emerged as the latest in a long tradition of hell-raising Nashville rebels, though thanks to pretty-boy good looks, he's managed to remain firmly in the mainstream.

JONNY LANG
9:15 p.m., Triple S Alarm Stage

The latest — or at least the most prominent lately — in a fairly long line of preternaturally gifted white blues guitarists, Jonny Lang might be the closest heir to Stevie Ray Vaughn we have. Born in the blues hotbed of Fargo, N.D., Lang released his solo debut at 15. Ten years later, he can brag of platinum and gold-selling records, Grammy nominations and of touring with the Rolling Stones. His latest album, “Turn Around,” finds him exploring gospel, singing soulfully, Stevie Wonder-style, but still, of course, jamming. Hardcore fans can catch him again on June 21 at Fort Smith's Riverfront Blues Festival.

ONEREPUBLIC
9:30 p.m., Budweiser Stage (NLR)

You'd be hard pressed to name too many contemporary acts bigger than OneRepublic right now. In the vein of arena-pop stalwarts like Maroon 5 and Coldplay, the Colorado Springs five-piece specializes in swelling instrumentals and smooth falsettos. Lead singer Ryan Tedder came into the band pedigreed. He'd learned producing from Timbaland and written songs for the likes of Hilary Duff and Natasha Bedingfield. Not content to stay in the background, Tedder formed the band, blew up on MySpace and then came full circle, signing with Timbaland's Mosely Music Group. Timbaland even put a remix of the band's lead single, “Apologize,” on his own album. The song, of course, subsequently sold 5 million copies (downloads?), making it one of last year's biggest songs. Now with another hit single, “Stop & Stare” and another, “Say (All I Need),” on the way, OneRepublic is sure to have all the kids singing along.

MIRANDA LAMBERT
9:30 p.m., Acxiom/Miller Lite Stage

Perhaps the most critically adored reality show alumna, Miranda Lambert parlayed a third place finish on “Nashville Star” into “Kerosene,” a feisty debut album on Sony that's sold nearly a million copies. She's still working the tough-chick routine on her follow-up, “Crazy Ex-Girlfriend.” To wit, the chorus to one of the album's best tracks, “Gunpowder and Lead,” starts off, “I'm goin' home, gonna load my shotgun/Wait by the door and light a cigarette/If he wants a fight well now he's got one/And he ain't seen me crazy yet.” Way more than just a pretty face, the 24-year-old Grammy nominee helps close down the festival on Saturday in the amphitheater.

SUNDAY, MAY 25

ARKANSAS SYMPHONY ORCHESTRA
6 p.m., Acxiom/Miller Lite Stage

In full “Pops” mode, the ASO helps wind down the festival, classically. Featured pieces include the National Anthem, John Williams' “The Cowboys Overture,” “A Salute to the Big Apple,” the “William Tell Finale,” “A Salute to Ray Charles,” Duke Ellington's “Caravan,” “The Producers,” “Disney Magic,” “American Salute,” “Lord of the Dance,” David Itkin's “River Medley” — and, of course, what would a Memorial Day Weekend festival be without John Philip Sousa's “The Stars and Stripes Forever”?

.38 SPECIAL
6:15 p.m., Budweiser Stage.

When Lynyrd Skynyrd stopped touring in the late '70s following lead singer Ronnie Van Zandt's tragic death in a plane crash, who better to fill the void than .38 Special, fronted by Ronnie's brother Donnie? Building off the Southern-boogie formula Skynyrd perfected, .38 Special quickly broadened its reach with arena rock flourishes in chant-a-long hits of the '80s like “Rockin' Into the Night” and “Hold on Loosely.” Still putting out albums geared to the biker crowd and holding tough on the casino circuit, .38 Special seems just about right to warm up the crowd for ZZ Top.

CHAKA KHAN
8:15 p.m., Acxiom/Miller Lite Stage

Come reminisce. Chaka Khan, the first lady of smooth soul, has been at it for nearly 40 years, first as the star in Rufus (the best named funk band of all time) and later as a multi-Grammy award winning solo artist. With a dynamic vocal range and a consistently huge head of hair, Khan was a hit queen in the '70s and '80s with songs like “Tell Me Something Good,” “I Feel For You” and “I'm Every Woman.” Several years back, Kanye West introduced Khan and her song “Through the Fire,” albeit in a sped-up, chipmunk-style sample, to young folks in his debut single, “Through the Fire.” It's an opportunity for inter-generational bonding.

ROBERT EARL KEEN
8:15 p.m., Triple-S Alarm Stage

A Houston native, Robert Earl Keen went to school at Texas A&M and roomed with Lyle Lovett, with whom he wrote, “This Old Porch,” a song that both have recorded. The two singers took different routes to fame. While Lovett was flirting with the mainstream and marrying Julia Roberts, Keen was grinding it out on the road, endearing himself to college kids and the alt-country underground. His songs, be they drinking numbers or meditative murder ballads, have always been literate and rousing. Now, after 20 years on the road (usually playing “The Road Goes on Forever”), Keen's played to enough people that he can command stages like this.

ZZ TOP
8 p.m., Budweiser Stage

We put ZZ Top on our cover because they're arguably the biggest name in the festival, but even more because there's no one more iconic in Riverfest this year. When you get right down to it, there aren't too many more iconic acts in all of pop music. For almost 40 years (!), Billy Gibbons (and beard), Dusty Hill (and beard) and Frank Beard have kicked out Texas-style blues boogie. After adding a new-wave crunch to the mix in the '80s, the band stayed true to synths for years, though in 2003, they returned to their roots, with a heavy dose of roadhouse blues on “Mescalero.” That's the latest studio album from the band, but hopefully, for old-school fans ready to hear some down-home gutbucket, it's a sign that ZZ Top is following a nostalgic trajectory.